DEAR MEMBERS,

Your directors take immense pleasure in presenting to you the 32nd Annual Report along with the audited financial statements of your Company for the financial year ended on March 31,2024.

FINANCIAL PERFORMANCE SUMMARY:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("IND AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

The summary of the financial performance of your Company for the Financial Year ended March 31, 2024 is highlighted below:

Rs. in lakh

REVIEW OF OPERATIONS/ STATE OF AFFAIRS:

During the financial year 2023-24, the Company, after obtaining necessary approval from shareholders through e-voting during the quarter ended December 2023, transferred the Undertaking of its Fresh Fruit Business on a slump sale basis as a ‘going concern' to Green Agrevolution Private Limited. The financial results for the year ended March 31, 2023, have been restated to exclude figures of the Fresh Fruit unit, which have been classified under discontinued operations for comparison purposes. This restatement impacts the Statement of Profit & Loss and the resulting earnings per share and segment results.

In the continued operations, the Company achieved a revenue of Rs. 10,653.01 Lakhs compared to Rs. 10,734.35 Lakhs in the previous financial year, registering a slight decline. However, despite the reduction in revenue, the Company on the overall performance for the year reported a significant increase in Profit After Tax (PAT), which rose from Rs. 846.35 Lakhs in FY 2022-23 to Rs. 5,995.06 Lakhs in FY 2023-24. This was primarily due to a lump sum consideration of Rs. 77.00 crores, subject to adjustments for net working capital. This transaction resulted in a gain of Rs. 66.80 crores, which has been included under profit from discontinued operations in the standalone financial results of the Company. The total consideration of Rs. 77.00 crores were received by March 31, 2024. The strategic disposal of the Fresh Fruit unit has contributed significantly to the Company's financial health. We anticipate that the stabilization of the international business environment, which has seen considerable changes over the last three years, will enable us to further improve our performance in the upcoming years.

CHANGE IN NATURE OF THE BUSINESS, IF ANY:

During the year under review, there has been a significant material change in the business of the Company. The Company, after obtaining necessary approval from shareholders, transferred the Undertaking of its Fresh Fruit Business on a slump sale basis as a ‘going concern' to Green Agrevolution Private Limited. The company will now be operating only the food processing business.

MATERIAL CHANGES AND COMMITMENTS:

The slump sale of the Fresh Fruit Business to Green Agrevolution Private Limited during the financial year under report, resulted in a substantial net gain of Rs. 66.80 crores to the company. This transaction has significantly improved the Company's financial health. These material changes reflect the Company's focus on streamlining its food processing business, enhancing profitability, and positioning itself for sustained growth in the coming years.

MANAGEMENT DISCUSSION AND ANALYSIS ("MDA"):

Pursuant to and in compliance with the provisions of Regulation 34(2)(e) of the Listing Regulations, MDA for the Financial Year ended on March 31, 2024, the operating context and the performance highlights have been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report as "Annexure A".

TRANSFER TO RESERVES:

During the year under review, the entire amount of profits of Rs. 5,995.06 Lakhs for FY 2023-24 is retained and not transferred to General Reserve.

DIVIDEND:

Your directors do not recommend any Dividend for the financial year ended on March 31, 2024 in order to conserve resources of the Company. The Company will retain the earnings for use in future operations and projects and strive to increase the net worth of Stakeholders of the Company.

DEPOSIT:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, i.e. within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on March 31, 2024.The company has received and repaid load and repaid loan to Directors during the year under review. The details of loan received and paid during the year as follows:

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following: a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. b. That such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2024 and of the profit of the Company for the year ended on that date. c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. That the annual financial statements have been prepared on a going concern basis. e. That proper internal financial controls were in place and that financial control was adequate and were operating effectively. f. That proper system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SHARE CAPITAL:

Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided in to 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each. Issued, Subscribed and Paid-up share capital of the Company is Rs. 9,89,49,020/- (Rupees Nine Crore Eighty-Nine Lakhs Forty-Nine Thousand Twenty only) divided into 98,94,902 (Ninety-Eight Lakh Ninety-Four Thousand Nine Hundred Two) Equity Shares of Rs. 10/- (Rupees Ten Only) each. a. BUYBACK:

On February 12, 2024, the Board of Directors of your Company approved the buyback of equity shares, subject to the approval of shareholders, for purchase by the Company of up to 19,25,000 (Nineteen Lakhs Twenty-Five Thousand) fully paid-up equity shares of the Company of face value of Rs. 10 each at a price of Rs. 175/- (Rupees One Hundred Seventy-Five Only) per equity share payable in cash for a total consideration not exceeding Rs. 33,68,75,000/-(Rupees Thirty-Three Crore Sixty-Eight Lakhs Seventy-Five Thousand Only) excluding transaction costs through Tender Offer process using stock exchange mechanism as prescribed under the Buy-back Regulations.

The Buyback period commenced from April 08,2024 and ended on April 16,2024. Post buyback, the paid-up capital of the Company stands reduced to Rs.7,96,99,020/- divided into 79,69,902 Equity shares of Rs. 10/- each.

b. SWEAT EQUITY:

Your Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

Your Company has not issued any Bonus Shares during the year under review.

d. EMPLOYEE STOCK OPTION PLAN:

Your Company has not provided any Stock Option Scheme to the employees.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, the Board consists of six directors comprising of one executive Chairman and Managing Director, one Executive Whole-Time Director, one Non-Executive and Non-Independent

Director and three Non-Executive Independent Directors. Other statutory details are provided in the Corporate Governance Report, which forms a part of this Annual Report.

There was no change in the Directors of the Company during the year under review.

Moreover, the Company had appointed Ms. Kalpana Suman as Company Secretary and Compliance Officer of the Company w.e.f. June 01, 2023 in place of Mr. Rohit Rawat, who had tendered his resignation as Company Secretary and Compliance Officer of the Company w.e.f. May 31, 2023.

Re-appointment:

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Ramchandra Gaurishankar Joshi (DIN: 00231568) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer herself for re-appointment. The Board recommends the appointment of Mr. Ramchandra Gaurishankar Joshi as Director of the Company, retiring by rotation. Details of the proposal for the appointment / reappointment of Directors along with their shareholding in the Company as stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is mentioned in the Notice of the Annual General Meeting.

Independent Directors:

The Independent Directors have furnished the necessary declaration of Independence stating that they fulfill the criteria of independence as per the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations and are not disqualified to act as Independent Directors.

The Independent Directors met once on May 30, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. They have also complied with the requirements of the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

Familiarization Program for Independent Directors:

All Independent Directors are familiar with the Company, their roles, rights and responsibilities, nature of the industry and operations of your Company. The Independent Directors were regularly updated on the industry and market trends, plant processes and the operational performance of the Company through presentations. In compliance with the requirements of SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for Independent Directors. The details of familiarization programs are explained in the Corporate Governance Report.

Board Diversity:

The Company recognizes and embraces the importance of a diverse Board in its success. Your Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at www.freshtrop.com.

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee. The details of the Board evaluation process have been provided under the Corporate Governance Report.

Policy On Directors' Appointment and Remuneration:

The Company's policy on directors' appointment, remuneration and other matters provided in Section178 (3) of the Companies Act, 2013 is available on the website of the Company i.e. www.freshtrop.com.

Number of Board Meetings:

The Board of Directors met 5 (five) times during the year on May 30,2023, August 11,2023, October 16,2023, November 9, 2023 and February 12,2024 during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Vigil Mechanism/Whistle Blower Policy as per provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22(1) of SEBI Listing Regulations, your Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of your Company have been denied access to the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

The details of the policy as well as its weblink are contained in the Corporate Governance Report and website of the Company https://freshtrop.com/investors/#investor-relations INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to conservation of energy, technology absorption and Foreign Exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out herewith as "Annexure B" forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY:

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the "Annexure C" to the Directors' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules forming part of the same are included in the Corporate Governance Report annexed and form part of this Annual Report.

MAINTENANCE OF COST RECORDS:

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, are not applicable to the Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditors routinely test these systems and significant audit observations, if any, and follow up actions thereon are reported to the Audit Committee. The Company has in place adequate internal financial controls with reference to financial statements

CORPORATE GOVARNANCE:

A separate report on Corporate Governance compliance as stipulated by Listing Regulations forms part of this Annual Report along with the required Certificate as "Annexure I" from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated as "Annexure D".

In compliance with Corporate Governance requirements, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

The Compliance Certificate from Managing Director and Chief financial Officers as required under regulation 17(8) of SEBI (LODR)2015 is annexed as "Annexure II".

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018; a certificate has been received from M/s. Manoj Hurkat & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified or debarred to act as Director. The same is annexed as "Annexure E" to the directors' report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all dividends which are unclaimed or unpaid for a period of more than 7 years, from the date of transfer of the same into unpaid/unclaimed dividend account and shares pertaining to it, are required to transfer into demat account of IEPF authority therefor to comply with the said requirement the company has transferred the unpaid/ unclaimed dividend, declared in the FY 2015-16, amounting to Rs. 3,23,723/- and 1,100 shares on 02/12/2023 and 02/01/2024 respectively to Investor Education and Protection Fund. There is no amount due for the payment to Investor Education and Protection Fund as on March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

CERTIFICATION AND RECOGNITION:

During the year under review, the Company has obtained the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. SGF International E.V. - This certifies participation of the Company voluntary self-control safe guide in the fruit juice segment for enhancing customer and consumer safety.

2. SEDEX (Supplier Ethical Data Exchange) - SEDEX is world's largest collaborative platforms for sharing responsible sourcing data on supply chains; the company is member of SEDEX.

3. Halal Certificate - Halal Products are "universal" products not only suitable for Muslims consumption, but it is also ensuring the safety of nation's food supply and we acquired this certificate to export our products in Islamic Countries.

4. FDA - The Food and Drug Administration ensuring the safety of food supply in US Market.

5. APEDA RCMC Certificate - APEDA registration or registration-cum-membership-certification (RCMC) is provided by the APEDA authorities to exporters of Scheduled food products under APEDA ACT. Without having an RCMC membership, no exporter can commence their business for enlisted food products as per the guidelines.

6. Fairtrade certificate - Fair trade is an alternative approach to conventional trade based on a partnership between producers and traders, businesses, and consumers.

7. FSSAI License - Food Safety and Standards Authority of India, is the food regulatory body of India, The FSSAI registration becomes mandatory in order to ensure safe, and smooth operations of the food business. FSSAI food license helps the government, as well as the consumers, feel assured that the regulation of the storage, production, distribution, and the sales has been carried out in a way that the food products are fit for consumption.

8. Three Star Export house – Export House Status Holders are business leaders who have excelled in international trade and have successfully contributed to the country's foreign trade. Status Holders are expected to contribute to India's exports and provide guidance and handholding to new entrepreneurs.

9. AEO Certification - The AEO Certification enables Customs administration to identify the safe and compliant business entity to provide them a higher degree of assured facilitation. This segmentation method enables Customs resources to focus on less non-compliant or risky businesses for control. Thus, the AEO certification intends to secure the international supply chain by permitting recognition to trustworthy operators and encouraging best practices at all levels in the international supply chain.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

AUDITORS' & AUDITORS' REPORT: A) STATUTORY AUDITOR :

Pursuant to the provisions of Section 139 of the Act read with Rules made thereunder, as amended from time to time, M/s F P & Associates, Chartered Accountants (Firm Registration Number - 0143262W), "the Auditor" were appointed as statutory auditors of the Company for second term of 5 years at the 30th AGM held on 26th September 2022, from the conclusion of that 30th AGM till the conclusion of the 35th Annual General meeting of the company on such remuneration (including fees for certification) and reimbursement of out of pocket expenses for the purpose of audit as may be fixed by the Chairman and Managing Director of the Company in consultation with the said Statutory Auditor.

Notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Auditors' Report is enclosed with the financial statements in this Annual Report.

No fraud has been reported by the Auditor under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act read with the Rules made thereunder, your Company appointed Mr. Manoj Hurkat, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2023-24 is annexed which forms part of this report as "Annexure F". There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company for FY 2023-24.

C) INTERNAL AUDITOR:

Your Company has re-appointed Mr. Kalpesh Parikh as Internal Auditors of the Company to carry out the internal audit of various operational areas of the Company for the financial year 2024-25.

CREDIT RATINGS:

Your Company is not required to avail credit rating.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement, The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, Your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment. The Company is compliant of all applicable provisions of the said Act.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act read with the Rules made thereunder, the Annual Return in form MGT-7 as on March 31, 2024 is available on the Company's website at www.freshtrop.com .

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year 2023-24 were on an arm's length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy to ensure appropriate risk management within its systems and culture. The Board of Directors and the Audit Committee of the Company periodically reviews the Risk Management Policy of the Company. The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 relating to Risk Management Committee are not applicable to the Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and material orders passed during the year by the regulators or courts or tribunals impacting the going concern status of the Company and operations of the Company in future.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable Secretarial Standards with respect to Board and General Meeting issued by the Institute of Company Secretaries of India ("ICSI").

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiaries, joint ventures or associate companies.

FINANCE:

During the year under review, your Company availed various financial facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the principal amount of the term lenders.

REVISION OF FINANCIAL STATEMENT OR BOARDS REPORT:

During the year under review, there were no such instance due to which revision in Financial Statement or Boards Report is being made.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE ("IBC"):

There is no such proceeding or appeal pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year, unto the date of this report.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

No such instance of One-time settlement or valuation was done while taking or discharging loans from the Banks / Financial institutions occurred during the year.

REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW:

The Auditors have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As on the date of this Report, your directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

CAUTIONARY STATEMENT:

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations, may constitute ‘forward looking' statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGMENT:

Your directors place on records their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to the associated Banks and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well-wishers, for their timely support.